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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LEARONAL, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
522016104
(CUSIP Number)
ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 Independence Mall West
Philadelphia, Pennsylvania 19106
(215) 592-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a Copy to:
WILLIAM G. LAWLOR
DECHERT PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
December 20, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note: Six copies of this Statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 522016104 Page 1 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROHM AND HAAS COMPANY
I.R.S. ID NO. 23-1028370
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY -----------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
3,554,737**
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9 SOLE DISPOSITIVE POWER
100
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10 SHARED DISPOSITIVE POWER
3,702,464**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,702,464**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%**
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14 TYPE OF REPORTING PERSON*
CO
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** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the
Tender and Option Agreement dated December 20, 1998, by and
among Rohm and Haas Company, Lightning Acquisition Corp. and
certain stockholders of the Issuer.
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SCHEDULE 13D
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CUSIP NO. 522016104 Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LIGHTNING ACQUISITION CORP.
I.R.S. ID NO. 51-0386069
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY --------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
3,554,737**
--------------------------------------------
9 SOLE DISPOSITIVE POWER
100
--------------------------------------------
10 SHARED DISPOSITIVE POWER
3,702,464**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,702,464
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%**
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14 TYPE OF REPORTING PESON*
CO
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** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the
Tender and Option Agreement dated December 20, 1998, by and
among Rohm and Haas Company, Lightning Acquisition Corp. and
certain stockholders of the Issuer.
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SCHEDULE 13D
This statement on Schedule 13D (this "Statement") relates to the
offer by Lightning Acquisition Corp., a New York corporation ("Purchaser") and a
wholly owned subsidiary of Rohm and Haas Company, a Delaware corporation
("Parent"), to purchase all of the outstanding shares of common stock, par value
$1.00 per share (individually, a "Share" and collectively, the "Shares"), of the
Issuer (as defined below), at $34.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 23, 1998 (the "Offer to Purchase"), a copy of
which is filed herewith as Exhibit (2), and in the related Letter of
Transmittal, a copy of which is filed herewith as Exhibit (3) (which, as
amended or supplemented from time to time, together constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of the common stock,
par value $1.00 per share, of LeaRonal, Inc. (the "Issuer"), a New York
corporation, with its principal executive offices at 272 Buffalo Avenue,
Freeport, New York 11520. The information set forth in the "Introduction" of the
Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein
by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Purchaser and Parent. The information
set forth in the "Introduction" and "Certain Information Concerning Parent and
Purchaser" of the Offer to Purchase is incorporated herein by reference. The
name, business address, present principal occupation or employment, the material
occupations, positions, offices or employments for the past five years and
citizenship of each director and executive officer of Parent and Purchaser and
the name, principal business and address of any corporation or other
organization in which such occupations, positions, offices and employments are
or were carried on are set forth in Schedule I to the Offer to Purchase and
incorporated herein by reference. The information set forth in Items 2(a)-(c), 4
and 6 of the Schedule 13G filings of John C. Haas, John O. Haas, Thomas Willaman
Haas and William David Haas, filed with the Securities and Exchange Commission
on February 13, 1998, is hereby incorporated by reference.
During the last five years, neither Purchaser nor Parent nor, to the
best knowledge of Purchaser and Parent, any of the persons referred to in the
preceding paragraph (i) have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the "Introduction" and "Sources and Amount
of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the "Introduction," "Purpose of the Offer
and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for
the Company; Other Matters," "Effect of the Offer on the Market for the Shares;
Stock Listing; Exchange Act Registration; Margin
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Regulations" and "Dividends and Distributions" of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Certain Information
Concerning Parent and Purchaser," "Purpose of the Offer and the Merger; the
Merger Agreement and Certain Other Agreements" and "Background of the Offer;
Contacts with the Company" of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Sources and Amount of
Funds," "Background of the Offer; Contacts with the Company," "Purpose of the
Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans
for the Company; Other Matters" and "Fees and Expenses" of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Filing Agreement, dated December 23, 1998.
(2) Offer to Purchase, dated December 23, 1998.*
(3) Letter of Transmittal.*
(4) Notice of Guaranteed Delivery.*
(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(6) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(8) Press Release dated December 21, 1998.*
(9) Press Release dated December 23, 1998.*
(10) Summary Advertisement.*
(11) Agreement and Plan of Merger, dated as of December 20, 1998, by and
among Parent, Purchaser and the Company.*
(12) Confidentiality Agreement, dated as of October 21, 1998, by and between
Parent and the Company.*
(13) Tender and Option Agreement, dated as of December 20, 1998, by and
among Parent, Purchaser and certain stockholders of the Company.*
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(14) Form of Employment Agreement, dated as of December 20, 1998.*
* Incorporated by reference to the Schedule 14D-1 filed the date
hereof by the Parent and Purchaser.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct. In executing this Statement, the undersigned agree,
to the extent required by Rule 13d-1(f), that this Statement is being filed on
behalf of each of the reporting persons herein.
Dated: December 23, 1998 ROHM AND HAAS COMPANY
By: /s/ Robert P. Vogel
-------------------------------
Name: Robert P. Vogel
Title: Vice President and General Counsel
LIGHTNING ACQUISITION CORP.
By: /s/ Michael S. Foster
-------------------------------
Name: Michael S. Foster
Title: Vice President
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EXHIBIT INDEX
No. Description
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(1) Filing Agreement, dated December 23, 1998.
(2) Offer to Purchase, dated December 23, 1998.*
(3) Letter of Transmittal.*
(4) Notice of Guaranteed Delivery.*
(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(6) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(8) Press Release dated December 21, 1998.*
(9) Press Release dated December 23, 1998.*
(10) Summary Advertisement.*
(11) Agreement and Plan of Merger, dated as of December 20, 1998, by and
among Parent, Purchaser and the Company.*
(12) Confidentiality Agreement, dated as of October 21, 1998, by and
between Parent and the Company.*
(13) Tender and Option Agreement, dated as of December 20, 1998, by and
among Parent, Purchaser and certain stockholders of the Company.*
(14) Form of Employment Agreement, dated as of December 20, 1998.*
* Incorporated by reference to the Schedule 14D-1 filed the date
hereof by the Parent and Purchaser.
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Exhibit 1
Filing Agreement dated December 23, 1998
Re: Joint Filing of Schedule 13D
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule
13D attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each of
them;
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information therein
concerning itself; but none of them is responsible for the
completeness and accuracy of the information concerning the
other persons making the filing, unless it knows or has
reason to believe that such information is inaccurate.
ROHM AND HAAS COMPANY
By: /s/ Robert P. Vogel
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Name: Robert P. Vogel
Title: Vice President and General Counsel
LIGHTNING ACQUISITION CORP.
By: /s/ Michael S. Foster
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Name: Michael S. Foster
Title: Vice President
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